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Merger & Acquisitions

The Firm has cast iron experience in Merger & Acquisitions “M&A” having worked for major Indian and multinational corporations and is rated as the best by various reputed International legal journals. The firm advises its clients on all aspects of M&A. 

We have a dedicated core team of experts selected for providing the requisite services with the right mix of expertise and experience which ensure that our services are of the highest quality. Our core M&A Practice Group is assisted by experts from other related key areas such as employee benefits, environmental regulation, antitrust, intellectual property, real estate and tax.  Experienced and competent staff with specialised knowledge and expertise support these professionals.

Besides dedication to work, counsels at FM endorse high quality of work, and provide prompt and integrated service to the clients based on their needs and requirements. Besides the other corporate issues, FM counsels have handled major M&A matters in the wake of liberalisation policy in India. This has involved undertaking of extensive assignments encompassing the following-

Due Diligence- FM counsels have conducted extensive Due Diligence, both from legal and financial perspectives, in order to ascertain the assets and liabilities of the target company, based on its published and the provisional accounts of the subsequent period. Visited Data rooms set up by the target company, reviewed the necessary transactional documents, and prepared comprehensive reports thereon.

Risk Analysis- FM counsels have varied experience in advising clients about the risks involved- legal, financial as well as commercial risks in the proposed transaction. This involves the ascertainment of any contingent liabilities, pending litigation, incomplete documentation or reporting, any pending commitments of the target company not recorded in the books of accounts etc.

Approval from the High Court- FM has a dedicated litigation team with expertise in drafting Scheme of Amalgamation and the team also has wide experience in getting the same approved from the concerned High Court.

Elimination of Risks- FM counsels also have expertise in suggesting remedial measures and/or steps to rectify the shortfall or deficiencies on the part of the target company, in complying with the statutory requirements.

Documentation- Counsels at FM have extensive experience in structuring and negotiating the relatively complicated documentation involved in M&As. We have vast experience in formation of companies- private as well as public and we have formulated and drafted various documents like the Articles of Association, Memorandum of Association, Technology Transfer Agreements, Shareholders Agreement; Joint Venture Agreement etc.. The Firm also provides requisite legal support in negotiating and finalisation of the documents required to close the deals. The Firm has a team of experts who negotiate and provide requisite legal support in closure of the transactions, including reviewing and advising on closing documents.

Permissions and Approvals- FM advises its clients on the requisite approvals and permissions under the prevailing corporate laws, and assists the clients in processing the same with the concerned bodies viz. RBI, FIPB & seeking sector specific approvals.

Tax Issues- FM’s core M&A team also includes tax experts to advise the clients on tax planning and other related issues.

Post Closing Compliances- We also provide advise with respect to post closing compliance including drafting & filing of the necessary documents before the concerned Registrar of Companies, the FIPB and in case of requirement sending intimations required under the various contracts.

Management Issues- FM has varied experience in advising the clients on the method and extent of investment, methods of acquiring management control, representation on Board and management etc.

The Firm has utmost stringent rules with respect to conflict of interest and confidentiality issues.

 

Fox Mandal has advised on the following deals: -

  1. Advised Ascott International, Singapore in relation to its joint venture with Rattha Group, Chennai on construction, development, operations and management.

  2. Advised Fortune Brands, USA in relation to the acquisition of Allied Domecq Spirits and Wines, India.

  3. Advised Bayer AG in respect of all legal aspects pertaining to the acquisition of its Diagnostic business by Siemens AG in India as part of worldwide acquisition of the said business.

  4. Advised Croda International PLC, UK with respect to legal aspects pertaining to the acquisition of ICI’s Uniqema Business in India as part of worldwide acquisition of the said business.

  5. On behalf of Citigroup towards its acquisition and subscription of equity of Noida Cyberpark Pvt. Ltd. and various other projects.

  6. Advised WINSOME YARNS LTD, Chandigarh in setting-up a Joint Venture (JV) Company in Milan, Italy (Textile Sector)

  7. On behalf of J.P Morgan Securities Asia Pacific Ltd. in setting up the JV Co. to develop condominium, serviced apartments complex in Mumbai

  8. Advisors to Tyco Group in its acquisition of an Indian company.

  9. On behalf of Praxair India Pvt. Ltd. (a subsidiary of Praxair Inc.) in relation to acquisition of industrial gas units from Hindustan Gas & Industries Ltd. in various parts of India.

  10. On behalf of Mitsubishi Corporation and Howa Mining Machinery Company in relation to a proposed acquisition of a textile machinery unit.

  11. Merger of Polygram and Seagram

  12. On behalf of Metlife Corporation an acquisition of an Asset Management Company.

  13. Seagram - Vivendi - Canal Plus Merger

  14. Acted in the Sema Plc. and Schlumberger merger

  15. Advised in relation to the Chase Manhattan and JP Morgan Merger

  16. Merger of Tourism Finance Corporation of India and Tourism Advisory and Financial Corporation of India Ltd.

  17. Merger in Park Hotel Group

  18. Acted in the proposed deal between Indian Oil Corporation and Haldia Petrochemicals Ltd.

  19. Advised Overseas Chinese Banking Corporation (OCBC) in relation to its takeover of Kepple Bank

  20. Advised a large German Conglomerate Thyssen Krupp in its ventures in India

  21. Acted for Gunnebo (Sweden) for a takeover of an Indian Public Company

  22. Advised AAF – McQuay in India

  23. Advised J. D. Edwards (Asia Pacific) Ptd. Ltd. on the acquisition of business in India

  24. On behalf of Invensys India Pvt. Ltd. (a subsidiary of Invensys Plc) in relation to an acquisition of a thermostat unit from Voltas Ltd. in Pune.

  25. On behalf of TT Group Plc. in relation to an acquisition of Soft-Ferrite Unit from EID Parry Ltd. in Chennai.

  26. On behalf of Howden-Sirocco Ltd. of UK in relation to a proposed privatization of an Industrial Fan Manufacture Unit in Calcutta.

  27. Merger of Siebe Plc. and BTR Plc.

  28. On behalf of Cypress Semiconductors Inc., US in relation to its acquisition of Indian Companies.

  29. On behalf of Metro Media Technologies Inc., USA with regard to acquisition of a company in India and also as corporate advisor to their Indian subsidiary.

  30. Trinity Industries Inc., USA: advised in relation to proposed ventures in India.

  31. Invensys Plc. and Cooper Tires Plc. advised in relation to its various ventures in India.

  32. Invensys Plc. and Trelleborg AB.

  33. Invensys and Citibank Venture Capital.

  34. Ingram Micro Inc., US: advised in relation to increasing its stake in the Indian venture.

  35. Advised in relation to IBP Disinvestment

  36. Merger in “Priyagold” Biscuits Group

  37. Pioneer International Ltd., Australia: advised in relation to their acquisition of Fletcher Challenge Concrete Industries (I) Private Limited in India.

  38. Advised Sika Finanz AG in relation to a large acquisition in India

  39. Acted in the Tokai Bank and Sanwa Bank merger

  40. Advised GMR Group of Companies on mergers among the group companies  

  41. Assisted SWORD Group, France in their acquisition in India, including carrying out a legal due diligence;

A selective list of clients that Fox Mandal has advised on general / incidental corporate / commercial matters, including drafting and review of agreements and opinions: -

  1. Alcatel India Limited
  2. Ansal Housing & Construction Ltd
  3. Jindal Thermal Power Corporation (JTPC)
  4. Posco – India Private Limited
  5. I.T.C. Limited
  6. Citigroup
  7. Skoda Auto India Private Limited
  8. Kamath Group of Hotels
  9. Navratna Energy Cables Private Limited
  10. Saladino Continental Private Limited (Modi Group)
  11. Tata AIG
  12. Max New York Life insurance Co. Ltd.

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